Assignment and License Agreement Sample Contracts

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EXHIBIT 10.5 TECHNOLOGY ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • September 3rd, 1999 • Jni Corp • California
ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • September 22nd, 2004 • Celldex Therapeutics Inc • Biological products, (no disgnostic substances) • New Jersey

[*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT BY AND BETWEEN CONOCOPHILLIPS AND PHILLIPS 66 DATED AS OF APRIL 26, 2012
Assignment and License Agreement • May 1st, 2012 • Phillips 66 • Petroleum refining • Delaware

THIS INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT made and entered into effective as of April 26, 2012 (this “Agreement”), is by and between ConocoPhillips, a Delaware corporation (“ConocoPhillips”), and Phillips 66, a Delaware corporation and wholly-owned subsidiary of ConocoPhillips (“Phillips 66”) (the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I or in that certain Separation and Distribution Agreement between ConocoPhillips and Phillips 66 dated as of April 26, 2012 (the “Separation and Distribution Agreement”).

Contract
Assignment and License Agreement • May 27th, 2004 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • California

ORCHID BIOSCIENCES, INC. HAS REQUESTED THAT THE MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Assignment AND LICENSE AGREEMENT
Assignment and License Agreement • September 17th, 2013 • Gold Hill Resources, Inc. • Wholesale-construction & mining (no petro) machinery & equip • Nevada

This Assignment and License Agreement (this “Agreement”) is made and entered into as of the 31 day of May 2013, by and between (i) GOLD HILL RESOURCES, Inc., a Nevada corporation (“Transferee”), and (ii) Wayne Good, an individual (“Transferor”).

FRAMEWORK ASSIGNMENT AND LICENSE AGREEMENT Volvo Car Corporation and Polestar Performance AB Assignment of and license to technology related to Polestar Vehicles
Assignment and License Agreement • February 1st, 2022 • Polestar Automotive Holding UK LTD • Motor vehicles & passenger car bodies
ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus

THIS ASSIGNMENT AND LICENSE AGREEMENT (“Agreement”) is entered into and effective this 31st day of December, 2008 (“Effective Date”), by and between The Foundry, Inc., a Delaware corporation, having a place of business at 199 Jefferson Drive, Menlo Park, CA 94025 (“The Foundry”), and Miramar Labs, Inc. (previously known as Foundry Newco X, Inc.), a Delaware corporation, having a place of business at 199 Jefferson Drive, Menlo Park, CA 94025 (“Miramar”).

CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS NOT MATERIAL AND (I) WOULD BE COMPETITIVELY HARMFUL TO THE REGISTRANT IF PUBLICLY DISCLOSED OR (II) IS INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL....
Assignment and License Agreement • May 10th, 2022 • Silk Road Medical Inc • Surgical & medical instruments & apparatus • California

This IP Assignment and License Agreement (the “Agreement”), dated and effective as of May 12, 2016 (the “Effective Date”), is entered into by and between Route 92 Medical, Inc., a Delaware corporation with offices at 106 Allen Road, Suite 207, Basking Ridge, New Jersey 07920 (“Route 92”) and NeuroCo, Inc., a Delaware corporation with offices at 735 N. Pastoria Ave., Sunnyvale, California 94085 (“NeuroCo”). Route 92 and NeuroCo are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • September 22nd, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts

THIS ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”) is entered into this day of , 2010 (the “Effective Date”) by and among, RICHARD D. BAIER, an individual, CATHLEEN M. BAIER, an individual, DANIEL K. CARR, an individual (collectively, the “Founders”) BC DEVELOPMENT CO., LLC, a Missouri limited liability company (“BCD”, and referred to herein collectively with the Founders as the “Assignor”) and BC DEVELOPMENT CO. - USFP, LLC, a Delaware limited liability company (the “Company”).

LICENSE AGREEMENT Carnegie Mellon University — Spectral Molecular Imaging, Inc.
Assignment and License Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks • California

This Agreement (hereinafter “this Agreement”) entered into as of this 29th day of September, 2005 (the “Effective Date”) by and between Carnegie Mellon University, a Pennsylvania not-for-profit corporation, having a principal place of business at 5000 Forbes Avenue, Pittsburgh, Pennsylvania (“CMU”) and Spectral Molecular Imaging, Inc., a Nevada corporation with an address at 8591 Skyline Drive, Los Angeles, California 90046, including its Controlled Subsidiaries (hereinafter collectively referred to as “LICENSEE”).

AMENDMENT NO. 2 TO ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • May 5th, 2005 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations

THIS AMENDMENT NO. 2 TO ASSIGNMENT AND LICENSE AGREEMENT (this “Amendment”) dated this 3rd day of March, 2005 (the “Effective Date”), is entered into between Cubist Pharmaceuticals Incorporated, a Delaware corporation having its principal place of business at 65 Hayden Avenue, Lexington, MA 02421 and its Affiliates (collectively “CUBIST”) and Eli Lilly and Company, an Indiana corporation having an office and principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 and its Affiliates (“LILLY”).

FIRST AMENDMENT TO ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • April 6th, 2018 • Inspire Medical Systems, Inc. • Surgical & medical instruments & apparatus

This First Amendment to Assignment and License Agreement (this “Amendment”) is made and entered into as of February 4, 2010, by and between Inspire Medical Systems, Inc. (“Inspire”), a Delaware corporation, and Medtronic, Inc., a Minnesota corporation (“Medtronic”). All capitalized terms used, but not defined in this Amendment shall have the meanings given to them in the License Agreement (as defined below).

ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • July 16th, 2021 • Adagio Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

THIS ASSIGNMENT AND LICENSE AGREEMENT (the “Agreement”) is made effective as of July 8, 2020 (the “Effective Date”), by and between ADIMAB, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and Adagio Therapeutics, Inc., a Delaware corporation having an address at 303 Wyman Street, Suite 300, Waltham, Massachusetts 02451 (“Adagio”).

ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • January 18th, 2008 • Avant Immunotherapeutics Inc • In vitro & in vivo diagnostic substances • New Jersey

THIS ASSIGNMENT AND LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of April 6, 2004 (the “Effective Date”), by and between CELLDEX THERAPEUTICS, INC., having principal offices at 519 Route 173 W, Bloomsbury, New Jersey 08804 (“Celldex”), MEDAREX, INC., having principal offices at 707 State Road, Princeton, New Jersey 08540-1437 (“MI”), and GENPHARM INTERNATIONAL, INC., a wholly-owned subsidiary of MI having principal offices at 521 Cottonwood Drive, Milpitas, California 95035 (“GPI” and together with MI, “Medarex”). Celldex and Medarex each may be referred to herein individually as a “Party,” or collectively as the “Parties.”

ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks • California

This ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”) is dated as of November 1, 2004, and is between CHROMODYNAMICS, INC., a Pennsylvania corporation (“CDI”), SPECTRAL MOLECULAR TECHNOLOGIES, INC., a Nevada corporation (“Spectral”), and Daniel L. Farkas, Miriam Farkas, Elliott Wachman and Jill Wachman (these four individuals, collectively, the “Inventors”).

Assignment and License Agreement
Assignment and License Agreement • December 31st, 2001 • En Pointe Technologies Inc • Wholesale-computers & peripheral equipment & software • California

This Assignment and License Agreement (the "Agreement") is made and entered into as of September 21, 2001 (the "Effective Date") between SupplyAccess, Inc. ("SupplyAccess") and En Pointe Technologies, Inc. ("En Pointe").

Trek Therapeutics, PBC and Vertex Pharmaceuticals Incorporated Assignment and License Agreement
Assignment and License Agreement • May 11th, 2020 • BioSig Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts

This Assignment and License Agreement (the “Agreement”) is made and entered into as of July 12, 2016 (the “Effective Date”), by and between Vertex Pharmaceuticals Incorporated, with an address at 50 Northern Avenue, Boston, Massachusetts 02210 (together with its Affiliates, “VERTEX”) and Trek Therapeutics, PBC with an address at 125 Cambridge Park Drive, Suite 301, Cambridge, Massachusetts 02140 (“TREKtx”). VERTEX and TREKtx each may be referred to herein individually as a “Party” or collectively as the “Parties.”

Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. ASSIGNMENT AND LICENSE AGREEMENT...
Assignment and License Agreement • October 19th, 2021 • Environmental Impact Acquisition Corp • Biological products, (no disgnostic substances) • Delaware

This Agreement (“Agreement”) is made and entered into to be effective as of the Effective Date by and between Bayer CropScience LLP, having its principal business offices at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167, and GreenLight Biosciences, Inc. having its principal business offices at 200 Boston Ave. Suite 1000, Medford, MA 02155 (“GreenLight”). Bayer CropScience LLP and GreenLight Biosciences, Inc. may be referred to herein individually as a “Party”, or collectively as the “Parties”.

AMENDMENT NO. 2 TO ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks

This Amendment No. 2 to Assignment and License Agreement (this “Agreement”) is dated as of October 20, 2005 and is made by and among ChromoDynamics, Inc., a Pennsylvania corporation (“CDI”), Spectral Molecular Imaging, Inc., a Nevada corporation formerly named Spectral Molecular Technologies, Inc. (“Spectral”), and Daniel L. Farkas, Miriam Farkas, Elliot Wachman and Jill Wachman (these four individuals, collectively, the “Inventors”).

FIRST AMENDMENT TO THE INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • November 21st, 2014 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus

This First Amendment to the Intellectual Property Assignment and License Agreement ("Amendment 1"), entered into as of May 22, 2006 (the "Amendment 1 Date") is entered into by and between TivaMed, Inc., a Delaware corporation, with its principal place of business at 900 Welch Road, Palo Alto, CA 94304 ("TivaMed"), and Edward W. Knowlton, an individual residing at 124 Delissa Court, Stateline, Nevada 89449 ("Knowlton").

AMENDMENT NO. 1 TO ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks

This Amendment No. 1 to Assignment and License Agreement (this “Agreement”) is dated as of November 2, 2004 and is made by and among Chromodynamics, Inc., a Pennsylvania corporation (“CDI”), Spectral Molecular Imaging, Inc., a Nevada corporation formerly named Spectral Molecular Technologies, Inc. (“Spectral”), and Daniel L. Farkas, Miriam Farkas, Elliot Wachman and Jill Wachman (these four individuals, collectively, the “Inventors”).

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ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • February 21st, 2019 • NewBridge Global Ventures, Inc. • Agricultural production-crops • Delaware

This ASSIGNMENT AND LICENSE AGREEMENT (the “Agreement”) is made and entered into on this 14 day of February 2019 (“Effective Date”) by and between Ecoxtraction, LLC, a Louisiana Limited Liability Company (“ECO”) and CleanWave Labs, LLC, a Delaware limited liability company (“CWL”).

TECHNOLOGY ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • October 20th, 2011 • Apollo Group Inc • Services-educational services • Delaware

This Technology Assignment and License Agreement (the “Agreement”) dated as of August 2, 2011 (“Effective Date”), is entered into by and between Apollo Group, Inc., an Arizona corporation with principal offices located at 4025 South Riverpoint Parkway, Phoenix, Arizona 85040 (“Apollo”), Carnegie Mellon University, a Pennsylvania not-for-profit corporation, with principal offices located at 5000 Forbes Avenue, Pittsburgh, Pennsylvania 15213 (“CMU”), and Carnegie Learning, Inc., a Pennsylvania corporation, with principal offices located at 1200 Penn Avenue, Suite 150, Pittsburgh, Pennsylvania 15222 (“CL”) (each of Apollo, CMU and CL, a “Party” and, collectively, the “Parties”).

ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • April 9th, 2012 • Exa Corp • Services-prepackaged software

This Assignment and License Agreement (hereinafter referred to as the “Agreement”) is entered into by and between science + computing AG (“s+c”), a German corporation located at Hagellocher Weg 73, 72070 Tuebingen, Germany and EXA CORPORATION, located at 55 Network Drive, Burlington, Massachusetts 01803 (“Exa”), jointly referred to as the “Parties”. The Agreement shall be effective when the Agreement, with its attached exhibits, is executed by signing as provided below (the “Effective Date”). s+c agrees to assign Exa certain software and related intellectual property and grant Exa certain licenses subject to the terms and conditions of the Agreement attached hereto and the exhibits specified below and attached hereto.

INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • October 31st, 2007 • Vitesse Semiconductor Corp • Semiconductors & related devices • California

THIS INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”) is entered into as of October 29, 2007, by and between Vitesse Semiconductor Corporation, a Delaware corporation (“Vitesse”), and Maxim Integrated Products, Inc., a Delaware corporation (“Buyer”). For the purposes of this Agreement, Buyer expressly includes all of its subsidiaries and Affiliate entities. All capitalized terms used but not defined in this Agreement will have the meanings assigned to them in the Asset Purchase Agreement (as defined herein).

ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • October 19th, 2017 • uniQure N.V. • Pharmaceutical preparations

THIS ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”) is dated as of April 17, 2017 (the “Effective Date”), by and between Professor Paolo Simioni, with a place of business at via Barbo 8, Padova 35128, Italy (“Simioni”), and uniQure biopharma B.V., with a place of business at Paasheuvelweg 25a, 1105 BP Amsterdam, The Netherlands (“uniQure” and collectively with Simioni, the “Parties” and each, a “Party”).

Amendment No. 2 Assignment and License Agreement
Assignment and License Agreement • September 3rd, 2020 • BioSig Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts

This Amendment No. 2 (this “Amendment”) is dated September 2, 2020 (the “Amendment Effective Date”), and is between Vertex Pharmaceuticals Incorporated (“Vertex”) and ViralClear Pharmaceuticals, Inc. (successor-in-interest to Trek Therapeutics, PBC (“Trek”)) and formerly known as NeuroClear Technologies, Inc. (“ViralClear”). Vertex and ViralClear may each be referred to herein individually as a “Party” or collectively as the “Parties.”

ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • March 22nd, 2006 • Curon Medical Inc • Electromedical & electrotherapeutic apparatus • California

This ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”) is made effective as of March 16, 2006 (the “Effective Date”) by and between BÂRRX Medical, Inc., a Delaware corporation with a place of business at 540 Oakmead Parkway, Sunnyvale, California 94085 (“BÂRRX”) and Curon Medical, Inc., a Delaware corporation with a place of business at 46117 Landing Parkway, Fremont, California 94538 (“Curon”). BÂRRX and Curon are each referred to herein by name or, individually, as a “Party” or, collectively, as “Parties”.

Assignment AND LICENSE AGREEMENT
Assignment and License Agreement • May 30th, 2013 • W270, Inc. • Services-computer integrated systems design • Nevada

This Assignment and License Agreement (this “Agreement”) is made and entered into as of the 23rd day of May 2013, by and between (i) W270, Inc., a Nevada corporation (“Transferee”), and (ii) Steve Saleen, an individual (“Transferor”).

ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • February 25th, 2021 • Inseego Corp. • Communications equipment, nec

THIS ASSIGNMENT AND LICENSE AGREEMENT (“Agreement”) is dated 24 February 2021 and irrespective of the signature date will be subject to Exchange Control (as such term is defined in the Purchase Agreement) and commence upon the Completion Date (as such term is defined in the Purchase Agreement) (the “Effective Date”) by and between Inseego Corp., a Delaware corporation (“Inseego”), on the one hand, and CTrack Africa Holdings Proprietary Limited, (the “Company”), C-Track (SA) Proprietary Limited (“Ctrack SA”), Digicore Electronics Proprietary Limited, Ctrack Fleet Management Solutions Proprietary Limited, Fleet Connect Proprietary Limited, and Ctrack Mzansi Proprietary Limited, all companies incorporated in the Republic South Africa (collectively, the Company, Ctrack SA, and such other companies are individually referred to herein as a “Ctrack Sub and, collectively, as the “Ctrack Subs”), on the other hand.

ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • July 21st, 2014 • Celladon Corp • Biological products, (no disgnostic substances) • California

THIS ASSIGNMENT AND LICENSE AGREEMENT (the “Agreement”) is made effective as of July 18, 2014 (the “Effective Date”), by and between Celladon Corporation, a Delaware corporation having an address at 11988 El Camino Real, Suite 650, San Diego, CA 92130-3579 (“Celladon”), and Enterprise Partners Management, LLC, a California limited liability company having an address at 2223 Avenida de la Playa, Suite 140, La Jolla, CA 92037-3218 (“Enterprise Partners”).

EXHIBIT C ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • October 30th, 2020 • Texas

ASSIGNMENT AND LICENSE AGREEMENT (the “Agreement”) is entered into by and among Enron Corp., an Oregon corporation and debtor-in-possession under Chapter 11 Case No. 01-16034 (AJG), jointly administered, in the United States Bankruptcy Court for the Southern District of New York (“ENE”), Enron North America Corp., a Delaware corporation and debtor-in-possession under Chapter 11 Case No. 01-16035 (AJG), jointly administered, in the United States Bankruptcy Court for the Southern District of New York (“ENA”), Enron Net Works L.L.C., a Delaware limited liability company and debtor-in-possession under Chapter 11 Case No. 01-16078 (AJG), jointly administered, in the United States Bankruptcy Court for the Southern District of New York (“Net Works,” and (collectively, with Enron and ENA, “Assignor”) and The New Energy Trading Company, L.P., a Delaware limited partnership (“Assignee”), and [________________], a ______________ (“Parent”).

ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • April 18th, 2019 • Mirum Pharmaceuticals, Inc. • New York

This Assignment and License Agreement (this “Agreement”) is made and entered into as of November 5, 2018 (the “Effective Date”) by and between Mirum Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (“Mirum”), and Shire International GmbH, a company organized under the laws of Switzerland (“Shire”). Mirum and Shire are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • May 16th, 2022 • Novan, Inc. • Pharmaceutical preparations • California

THIS ASSIGNMENT AND LICENSE AGREEMENT (the “Agreement”) is made effective as of August 3, 2009 (the “Effective Date”), by and between VICEPT THERAPEUTICS, INC., a Delaware corporation, having an address of 585 E. Swedesford Road, Suite 200 Wayne, PA 19087 (“Vicept”), and ASPECT PHARMACEUTICALS, LLC, a Delaware limited liability company, having an address of 4351 East Lohman Ave., Suite 208, Las Cruces, NM 88001 (“Aspect”).

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